8-K - SPFX - Equibles

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the SecuritiesExchange Act of 1934

Date of Report (Date of earliest event reported):May 21, 2025

STANDARD PREMIUM FINANCE HOLDINGS, INC.

(Exact name of registrant as specified in itscharter)

Florida	000-56243	81-2624094
(State or Other Jurisdiction	(Commission	(I.R.S. Employer
of Incorporation)	File Number)	Identification No.)

13590 SW 134th Avenue, Suite 214,Miami, FL 33186

(Address of Principal Executive Office) (ZipCode)

305-232-2752

(Registrant’s telephone number, includingarea code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01 Entry Into a Material Definitive Agreement.

The information included or incorporated by reference in Item 2.03 of this Current Report relating to the increase of the size of the revolving credit agreement of Standard Premium Finance Holdings, Inc. (the “Company”) is incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligationunder an Off-Balance Sheet Arrangement of a Registrant.

On May 21, 2025 the Company entered into an amendment of its loan agreement with First Horizon Bank which increased the size of its revolving credit facility to $50 million from $45 million.

Item 8.01 Other Events.

On May 27, 2025 Standard Premium Finance Holdings, Inc. (the “Company”) issued a news release announcing that the Board of Directors of the Company approved a stock repurchase program allowing the Company to repurchase up to $250,000 of the outstanding shares of the Company’s common stock in privately negotiated transactions through November 2, 2025.

The Company cannot predict when or if it will repurchase any shares of its common stock pursuant to the repurchase program. All such repurchases will be at the discretion of management. Information regarding share repurchases will be reported by the Company in its periodic reports on Form 10-Q and Form 10-K filed with the Securities and Exchange Commission.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
10.1	Fourth Amendment to Loan Agreement dated May 21, 2025.
99.1	News release dated May 27, 2025 announcing approval of a common stock repurchase program.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	STANDARD PREMIUM FINANCE HOLDINGS, INC.
Dated: May 28, 2025	By:	/s/ William J. Koppelmann
		William J. Koppelmann<br><br>Chairman and Chief Executive Officer

Exhibit 10.1

FOURTH Amendment to LOAN AGREEMENT

THIS FOURTH AMENDMENT TO LOAN AGREEMENT (“Amendment”) is made as of May 21, 2025 (the “Amendment Date”), by and among STANDARD PREMIUM FINANCE MANAGEMENT CORPORATION, a Florida corporation (“Borrower”), FIRST HORIZONBANK, a Tennessee banking corporation (“Bank”), STANDARD PREMIUM FINANCE HOLDINGS, INC., a Florida corporation (the “Entity Guarantor”), and WILLIAM KOPPELMANN, an individual, MARK KUTNER, an individual, and CARLCHRISTIAN HOECHNER, an individual (each an “Individual Guarantor” and collectively the “Individual Guarantors”) (the Entity Guarantor and the Individual Guarantors are collectively the “Guarantors”).

Recitals of Fact

Borrower, the Individual Guarantors, Entity Guarantor, and Bank previously entered into a Loan Agreement dated February 3, 2021 (as amended or modified from time to time, the “Loan Agreement”).

The Borrower has asked the Bank to modify certain terms of the Loan Agreement. Bank has agreed to do so, on and subject to the terms and conditions set forth in this Amendment.

NOW, THEREFORE, incorporating the Recitals of Fact set forth above and in consideration of the mutual agreements herein contained, the parties agree as follows:

AGREEMENTS

1. Capitalized Terms. Capitalized terms used but not otherwise defined herein shall have the meanings given to them in the Loan Agreement.

2. Amendments. The Loan Agreement is amended as follows:

(a) The definition of the term “Committed Amount”, as given in the Recitals of Fact to the Loan Agreement, is hereby modified and amended to mean the principal sum of up to Fifty Million Dollars ($50,000,000.00).

(b) The following definition in Article One of the Loan Agreement is amended and restated as follows:

“Note” means the Third Amended and Restated Revolving Credit Note of the Borrower in the principal amount of Fifty Million Dollars ($50,000,000.00), as same may be further amended, modified, renewed, extended, or restated from time to time.

2.1 The Commitment. Subject to the terms and conditions herein set out, the Bank agrees and commits, form time to time, from the Closing Date until the Termination Date, to make loan advances to the Borrower, all in an aggregate principal amount not to exceed, at any one time outstanding, the lesser of (a) Fifty Million Dollars ($50,000,000.00); or (b) the Borrowing Base as defined in Article One.

(d) Section 2.3(a) of the Loan Agreement is amended and restated as follows:

(a) All advances with respect to the Loan shall be evidenced by the Amended and Restated Revolving Credit Note of the Borrower, payable to the order of the Bank in the principal amount of Fifty Million Dollars ($50,000,000.00), in form substantially the same as the copy of the Note attached hereto as Exhibit “C.” The entire unpaid principal amount of the Loan shall be due and payable on the Termination Date. The unpaid principal balances of the Loan shall bear interest from the Closing Date on disbursed and unpaid principal balances as provided in the Note. Said interest shall be payable monthly on the first (1^st^) day of each month after the Closing Date, with the final installment of interest being due and payable on the Termination Date, or on such earlier date as the Loan becomes due and payable.

(e) Exhibit A to the Loan Agreement is amended and restated as follows:

EXHIBIT A TO LOAN AGREEMENT

Borrowing Base

The Borrowing Base is an amount equal to:

(a) the Advance Rate (from time to time in effect) times Net Receivables that are acceptable Receivables; minus

(b) the sum of (i) $2,000,000 (or such lesser amount determined by Agent in its sole discretion), (ii) Availability Reserves and (iii) Bank Product Reserves.

(Note: Although the Borrowing Base is limited as set forth above, Bank’s security interest covers and includes all Borrower’s asset, both now owned and hereafter acquired, as more particularly described in the Security Agreement)

3. Representations. To induce the Bank to enter into this Amendment, the Borrower and the Guarantors do hereby absolutely and unconditionally certify, represent, and warrant to the Bank, and covenant and agree with the Bank, that:

(a) all representations and warranties made by the Borrower and/or Guarantors in the Loan Agreement, as amended hereby, and in all other documents evidencing, securing, guaranteeing, or otherwise related to the Loan Agreement (all of which are herein sometimes called the “Loan Documents”), are true, correct, and complete in all material respects as of the date of this Amendment;

(b) as of the date hereof and with the execution of this Amendment, there are no existing Defaults or Events of Default;

(c) there are no existing offsets, defenses, or counterclaims to the obligations of the Borrower or Guarantors, as set forth in the Loan Agreement or in any other Loan Document;

(d) neither the Borrower nor any of the Guarantors has any existing claim for damages against the Bank arising out of or related to the Loan or any other loans and obligations of the Borrower or any of the Guarantors to the Bank; and, if and to the extent (if any) that the Borrower or any of the Guarantors has any such existing claim, the Borrower and the Guarantors do hereby forever release and discharge, in all respects, the Bank with respect to such claim; and

(e) the Loan Agreement, as amended by this Amendment, and the other Loan Documents, are valid, genuine, enforceable in accordance with their respective terms, and in full force and effect.

4. Effectiveness. The effectiveness of this Amendment is expressly conditioned upon the following:

(a) Bank’s receipt of the fully executed original copies of this Amendment and the amended and restated Note;

(b) Bank’s receipt of such certificates of good standing and lien searches as Bank may require, with results satisfactory to Bank;

(c) Bank’s receipt of such resolutions or consents as Bank may require, evidencing Borrower and Entity Guarantor’s authority to execute and deliver this Amendment. Borrower shall pay all of Bank’s reasonable attorney fees and expenses incurred in connection with the drafting, negotiation, execution, and delivery of this Amendment.

5. Ratification. All terms and provisions of the Loan Agreement or any other Loan Document that are inconsistent with the provisions of this Amendment are hereby modified and amended to conform hereto; and, as so modified and amended, are hereby ratified, approved, and confirmed. Except as otherwise may be expressly provided herein, this Amendment shall become effective as of the date set forth in the initial paragraph hereof.

6. References. All references in all Loan Documents to the Loan Agreement shall, except as the context may otherwise require, be deemed to constitute references to the Loan Agreement as amended hereby. All Collateral which has previously secured the Loan and the other Obligations shall continue to secure the Loan and all other Obligations as amended hereby.

[Signature Pages Follow]

IN WITNESS WHEREOF, the Borrower and the Bank have caused this Amendment to be executed by their duly authorized officers, and the Guarantors have executed this Amendment, all as of the day and year first above written.

BORROWER: STANDARD PREMIUM FINANCE MANAGEMENT CORPORATION, a Florida corporation By: /s/ William Koppelmann Name: Willam Koppelmann Title: President and CEO BANK: FIRST HORIZON BANK, a Tennessee banking corporation By: /s/ Jake McCrary Name: Jake McCrary Title: Managing Director

The undersigned Guarantors, by their signatures hereto, acknowledge and agree to the foregoing Amendment and ratify their respective Guaranty Agreements in favor of Bank as of the date hereof.

GUARANTORS: STANDARD PREMIUM FINANCE HOLDINGS, INC., a Florida corporation By: /s/ William Koppelmann Name: Willam Koppelmann Title: President and CEO /s/ William Koppelman WILLIAM KOPPELMANN /s/ Mark Kutner MARK KUTNER /s/ Carl Christian Hoechner CARL CHRISTIAN HOECHNER

Exhibit 99.1

Standard Premium Finance HoldingsAnnounces $250,000 Stock Repurchase Program

MIAMI, May 27, 2025 (GLOBE NEWSWIRE) -- Standard Premium Finance Holdings, Inc. (OTCQX: SPFX), a leading specialty finance company, today announced that its board of directors approved a stock repurchase program where the Company may purchase up to $250,000 of common stock in privately negotiated transactions over a six-month period, expiring November 2, 2025. The program will depend on market conditions, stock price, regulatory requirements and limitations, corporate liquidity requirements, priorities and other factors.

“The stock repurchase program reflects our confidence in the strategic direction, growth prospects and financial strength of the Company to support our strategic objectives,” says William Koppelmann, CEO, Standard Premium. “The program provides flexibility to return capital to shareholders and demonstrates the long-term value of our business model.”

The program does not require the Company to purchase any particular number of shares and there is no guarantee as to the number of shares that will be purchased. The timing and price of repurchases, and the actual number of shares repurchased under the program will be at the discretion of management.

“The repurchase program is an efficient use of capital and a reflection of our disciplined approach to growth and value creation,” added Koppelmann. “As we continue to execute our acquisition strategy and expand our national footprint, we remain focused on delivering long-term returns for our shareholders.”

The repurchase program aligns with the Company’s record profitability in FY 2024 and Q1 2025, reflecting continued financial momentum and operational strength.

About Standard Premium Finance Holdings, Inc.

Standard Premium Finance Holdings, Inc. (OTCQX: SPFX), is a specialty finance company which has financed premiums on over $2 Billion of property and casualty insurance policies since 1991. We currently operate in 38 states and are seeking M&A opportunities of synergistic businesses to leverage economies of scale. https://www.standardpremium.com/

Cautionary Statement Regarding Forward-Looking Statements

This press release includes "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995 and within the meaning of Section 27a of the Securities Act of 1933, as amended, and Section 21e of the Securities Exchange Act of 1934, as amended with regard to our anticipated future growth and outlook, including the Company’s current plans concerning the stock repurchase plan. Our actual results may differ from expectations presented or implied herein and, consequently, you should not rely on these forward-looking statements as predictions of future events. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in our expectations or any change in events, conditions or results.

Additional information concerning risk factors relating to our business is contained in Item 1A Risk Factors of our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 10, 2025 which is available on the SEC’s website at www.sec.gov or on the Investor Relations section of our website, standardpremium.com.

Media:

Nicholas Turchiano

CPR Marketing nturchiano@cpronline.com

201-641-1911x35